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EXHIBIT 8.2
December 29, 2000
Catapulse, Inc.
5 Results Way
Cupertino, CA 95014
Ladies and Gentlemen:
We have acted as counsel to Catapulse, Inc., a Delaware corporation (the
"Company"), in connection with the preparation and execution of the Amended and
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Restated Agreement and Plan of Reorganization (the "Agreement") dated as of
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November 27, 2000, by and between the Company and Rational Software Corporation,
a Delaware corporation ("Acquirer"). Pursuant to the Agreement, the Company
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will merge with and into Acquirer (the "Merger"). Unless otherwise defined,
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capitalized terms referred to herein have the meanings set forth in the
Agreement. All section references, unless otherwise indicated, are to the
Internal Revenue Code of 1986, as amended (the "Code").
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You have requested our opinion regarding certain United States federal
income tax consequences of the Merger. In delivering this opinion, we have
reviewed and relied upon (without any independent investigation) the facts,
statements, descriptions and representations set forth in the Agreement
(including Exhibits), the registration statement on Form S-4 filed with the
Securities and Exchange Commission (which includes a joint proxy statement-
prospectus relating to the Merger) (the "Registration Statement"), and such
other documents pertaining to the Merger as we have deemed necessary or
appropriate. We have also relied upon (without any independent investigation)
certificates of officers of Acquirer and the Company, respectively (the
"Officers' Certificates").
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In connection with rendering this opinion, we have assumed (without any
independent investigation) that:
1. All corporations involved in the Merger are validly formed, and legally
obligated to perform under the Agreement and to make all required filings with
governmental agencies.
2. Original documents (including signatures) are authentic, documents
submitted to us as copies conform to the original documents, and there has been
(or will be by
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Catapulse, Inc.
December 29, 2000
Page 2
the Effective Time) due execution and delivery of all documents where due
execution and delivery are prerequisites to effectiveness thereof.
3. Any representation or statement referred to above made "to the
knowledge of," "to the best of the knowledge" or otherwise similarly qualified
is correct without such qualification. As to all matters in which a person or
entity making a representation referred to above has represented that such
person or entity either is not a party to, does not have, or is not aware of,
any plan, intention, understanding or agreement, there is in fact no such plan,
intention, understanding or agreement.
4. All statements, descriptions and representations contained in any of
the documents referred to herein or otherwise made to us are true and correct in
all material respects and will continue to be true and correct in all material
respects as of the Effective Time and all other relevant times, and no actions
have been (or will be) taken which are inconsistent with such representations.
5. Each of Acquirer and the Company will comply with all reporting
obligations with respect to the Merger required by the Code and the Treasury
Regulations thereunder and will report the Merger on their respective federal
income tax returns in a manner consistent with the opinion set forth below.
6. An opinion of counsel, substantially identical in substance to this
opinion, has been delivered to Acquirer by Wilson Sonsini Goodrich & Rosati
Professional Corporation, and will not be withdrawn prior to the Effective Time.
7. The Agreement and all related documents and instruments are valid and
binding in accordance with their terms.
Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, we are
of the opinion that the Merger will be a "reorganization" for federal income tax
purposes within the meaning of Section 368(a) of the Code.
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Catapulse, Inc.
December 29, 2000
Page 3
This opinion represents and is based upon our best judgment regarding the
application of federal income tax laws arising under the Code, existing judicial
decisions, administrative regulations and published rulings and procedures. Our
opinion is not binding upon the Internal Revenue Service or the courts, and
there is no assurance that the Internal Revenue Service will not successfully
assert a contrary position. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the conclusions
stated herein. Nevertheless, we undertake no responsibility to advise you of
any new developments in the application or interpretation of the federal income
tax laws.
This opinion concerning certain of the U.S. federal tax consequences of the
Merger is limited to the specific U.S. federal tax consequences presented above,
and does not address any other federal, state, local or foreign tax consequences
that may result from the Merger or any other transaction (including any
transaction undertaken in connection with the Merger).
No opinion is expressed as to any transaction other than the Merger as
described in the Agreement or to any transaction whatsoever, including the
Merger, if all the transactions described in the Agreement are not consummated
in accordance with the terms of such Agreement and without waiver or breach of
any material provision thereof or if all of the representations, warranties,
statements and assumptions upon which we relied are not true and accurate at all
relevant times. In the event any one of the statements, representations,
warranties or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied upon.
We consent to the use of this opinion as an exhibit to the Registration
Statement, to references to this opinion in the Registration Statement and to
the use of our name in the Registration Statement under the heading "Material
U.S. Federal Income Tax Consequences" therein. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules or
regulations promulgated thereunder. The filing of this opinion as an exhibit to
the S-4 Registration Statement and the references to the opinion and our firm
therein are not intended to create liability under applicable state law to any
person other than the Company, our client.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
